Notice Concerning Planned Commencement of Tender Offer for Shares of ARTERIA Networks Corporation (Securities Code: 4423)[565KB]

To whom it may concern	May 11, 2023
Company Name:	Marubeni Corporation
Name of Representative:	Masumi Kakinoki, President and
	CEO, Member of the Board
(Securities Code:	8002, Tokyo Prime)
For Inquiries:	Ryuhei Koyama
	General Manager, Medial Relations
	Sec.
	(TEL: [phone])
Company Name:	SECOM CO., LTD.
Name of Representative:	Ichiro Ozeki, President and
	Representative Director
(Securities Code:	9735, Tokyo Prime)
For Inquiries:	Toru Yokei
	General Manager, IR Department
	(TEL: [phone])

Notice Concerning Planned Commencement of Tender Offer for

Shares of ARTERIA Networks Corporation (Securities Code: 4423)

Marubeni Corporation ("Marubeni") and SECOM CO., LTD. ("SECOM"; together with Marubeni, collectively referred to as the "Tender Offerors") hereby announce as follows that they determined today to jointly acquire the shares of common stock (the "Target Company Share(s)") of ARTERIA Networks Corporation (the "Target Company") by tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, hereinafter the "Act").

Since the completion of the necessary procedures and measures, especially those under the Chinese competition law, is expected to take a certain period of time, it is anticipated that the Tender Offer will be implemented promptly after certain conditions, such as the completion of such necessary procedures and measures under domestic and foreign competition laws (Note

1. (Note 2) (for details, please see "(1)Overview of the Tender Offer" of "1. Purpose of the Purchase" below; such conditions precedent are hereinafter referred to as the "Conditions Precedent"), have been satisfied (or waived by the Tender Offerors). As of today, the Tender Offerors aim to commence the Tender Offer around August 2023; however, given that it is difficult to accurately estimate how long it will take to complete the procedures at the domestic and foreign authorities, etc., the details of the schedule for the Tender Offer will be announced as soon as they are finalized.
   (Note 1) This refers to the approval and the expiration of the waiting period with respect to the notifications under the Japanese and Chinese competition laws. Regarding the notification under the Chinese competition law, amendments to the provisions concerning the notification standard thereunder, which include an increase in the threshold pertaining to the necessity of making a notification under the Chinese competition law, is scheduled. In order to determine whether such threshold is met with respect to the Tender Offer, the sales in China of the Marubeni Group (as defined in "(i) Background to the Decision by the Tender Offerors to Implement the Tender Offer, and Purpose and Decision-Making Process of the Tender Offer" of "(2) Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of the Purchase" below), the Secom Group (as defined in "(i) Background to the Decision by the Tender Offerors to Implement the Tender Offer, and Purpose and Decision- Making Process of the Tender Offer" of "(2) Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of the Purchase" below), and the Target Company Group (as defined in "(i) Background to the Decision by the Tender Offerors to Implement the Tender Offer, and Purpose and Decision-Making Process of the Tender Offer" of "(2) Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of the Purchase"

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below) need to be considered. Although such sales exceed the threshold before the amendments (which is 400 million RMB), it is lower than the threshold after the enforcement of the amendments to the provisions (according to the proposal that was made public for the purpose of hearing opinions, such threshold is 800 million RMB). Accordingly, if the amendments to the provisions are enacted and enforced, the notification standard under the Chinese competition law is not met with respect to the Tender Offer. However, the specific timing of the enforcement of such amendment is unknown at this time. As of today, the Tender Offerors are preparing for the filing of the notification under the Chinese competition law and will file such notification as soon as we are ready; however, if the relevant amendments to the provisions come into effect after the filing of the notification under the Chinese competition law and the notification becomes unnecessary, the Tender Offerors plan to apply for the withdrawal of the notification. If it is determined that the notification under the Chinese competition laws is not required, we will promptly make an announcement.

(Note 2) If the threshold for filing the notification under the Chinese competition law is not met, the planned commencement date of the Tender Offer may be changed according to a period required for the preparation of the disclosure documents and the investigation of the ownership status of the Target Company Shares by the special related parties on and after today, after confirming that such threshold is not met.

1. Purpose of the Purchase

1. Overview of the Tender Offer
   As of today, Marubeni owns 25,000,100 shares of the Target Company Shares (ownership ratio (Note 1): 50.06%), which are listed on the Prime Market of the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange"), and the Target Company is a consolidated subsidiary of Marubeni. As of today, SECOM does not own any Target Company Shares.
   (Note 1) "Ownership ratio" means the ratio (expressed as a percentage rounded to two decimal places; this expression of ownership ratio shall be applied unless provided otherwise) of the number of shares owned to the number of Target Company Share (49,940,458 shares) as calculated by deducting the number of the treasury shares owned by the Target Company as of March 31, 2023, as described in the "Financial Summary for the Fiscal Year Ended March 2023 (IFRS) (Consolidated)" released by the Target Company today (the "Target Company Financial Summary") (59,542 shares), from the total number of issued shares of the Target Company as of the same date as described in the Target Company Financial Summary (50,000,000 shares); please note, however, due to changes thereafter, the ownership ratio calculated based on the latest information available as of the commencement of the Tender Offer may differ from the figures above.
   The Tender Offerors determined, respectively, to enter into the Joint Tender Offer Agreement as of today (the "Joint Tender Offer Agreement") and, subject to the Conditions Precedent described in the (i) to (viii) below, which are provided in the Joint Tender Offer Agreement, being satisfied (or waived by the Tender Offerors), conduct the Tender Offer, in which all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company; the same applies hereinafter) are subject, as part of a series of transactions (the "Transactions") aimed at making the Tender Offerors the only shareholders of the Target Company with the percentage of voting rights held by Marubeni and SECOM in the Target Company after privatization to be 66.66% and 33.34, respectively.
2. 1. At the meeting of the board of directors of the Target Company, the board of directors of the Target Company resolve, upon unanimous approval of all of the directors without conflicts of interest, to express an opinion in favor of the

Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer (the "Affirmative Opinion"), and the Affirmative Opinion has been made public and has not been changed or withdrawn;

1. The Special Committee of the Target Company established in connection with the Tender Offer has made a report to the board of directors of the Target Company to the effect that it is appropriate to express an Affirmative Opinion, and such report has been made public and has not been changed or withdrawn;

1. The representations and warranties by the Tender Offerors set forth in the Joint Tender Offer Agreement (Note 2) are true and accurate in all material respects;

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1. The Joint Tender Offer Agreement and the Shareholders Agreement entered into by the Tender Offerors as of today (the "Shareholders Agreement") have been validly and legally executed and are validly existing, and all obligations that the Tender Offerors shall perform or comply with by the commencement of the Tender Offer under the Joint Tender Offer Agreement and the Shareholders Agreement have been performed or complied with in all material respects (for details, please see "(i) Joint Tender Offer Agreement" in "(6) Matters Concerning Material Agreement Regarding the Tender Offer" in "1. Purpose of the Purchase" below);
2. In connection with the Transactions, the procedures and measures required under the Japanese and Chinese competition laws have been implemented, and the waiting period (if any) has elapsed;
3. No decision, etc., has been made by any governmental agency, etc., that restricts or prohibits the Transactions;
4. There are no material facts (those set forth in Article 166, Paragraph 2 of the Act) concerning the businesses with respect to the Target Company that have not been made public (the meaning set forth in Article 166, Paragraph 4 of the Act) by the Target Company, and there are no facts pertaining to a launch of a tender offer with respect to the Target Company Shares or facts pertaining to a suspension of a tender offer (those set forth in Article 167, Paragraph 2 of the Act) that have not been made public (the meaning set forth in Article 167, Paragraph 2 of the Act); and
5. Since the execution date of the Joint Tender Offer Agreement, there have not been any events that could have a material adverse effect on the businesses, financial position, results of operations or cash flows, or any of the forecasts, of the Target Company group consisting of the Target Company and its subsidiaries and affiliates, and no material

changes have occurred in market conditions of the domestic or international stock markets, etc., financial conditions, or economic conditions.

(Note 2) In the Joint Tender Offer Agreement, Marubeni has made representations and warranties on matters regarding (a) the legal and valid incorporation and existing as corporation, the authority and corporate power necessary for their businesses, (b) the due execution of, and the internal procedures necessary for, the Joint Tender Offer Agreement and the Shareholders Agreement, (c) the enforceability, (d) the absence of any conflict of laws or regulations, etc.,

1. the absence of any transactions with anti-social forces, (f) the absence of any insolvency proceedings, and (g) the ownership of the Target Company Shares. In addition, SECOM has made representations and warranties on matters regarding (a) the legal and valid incorporation and existing as corporation, the authority and corporate power necessary for their businesses, (b) the due execution of, and the internal procedures necessary for, the Joint Tender Offer Agreement and the Shareholders Agreement, (c) the enforceability, (d) the absence of any conflict of laws or regulations, etc., (e) the absence of any transactions with anti-social forces, and (f) the absence of any insolvency proceedings.

As of today, the Tender Offerors are not aware of any significant events that would interfere with the satisfaction of the Conditions Precedent. In addition, the Tender Offerors will implement the necessary procedures and measures under the Japanese and Chinese competition laws in order to satisfy the above Conditions Precedent (v) based on the legal advice from a law firm with domestic and overseas offices. The Tender Offerors are already making necessary preparations to implement the procedures and measures, and, on and after today, the Tender Offerors will consult with the judicial and administrative authorities regarding Japanese and Chinese competition laws so that the procedures and measures may be implemented. The Tender Offerors aim to complete the relevant procedures and measures around August 2023 based on the views of the law firm with domestic and overseas offices. The Tender Offerors do not intend to commence the Tender Offer by waiving the Conditions Precedent (v).

In the Tender Offer, the Tender Offerors have set 8,293,500 shares (ownership ratio:16.61%) as the minimum number of shares to be purchased, and, if the total number of shares that are offered for sale in response to the Tender Offer (the "Tendered Shares") is less than such minimum number, the Tender Offerors will not purchase any of the Tendered Shares. On the other hand, as described above, since the Tender Offerors contemplate to acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company), the maximum number of shares to be purchased has not been set, and, if the total number of the Tendered Shares is no less than the minimum number to be purchased, the Tender Offerors will purchase all of the Tendered Shares.

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The minimum number of shares to be purchased in the Tender Offer (8,293,500 shares) has been set such that the aggregate number of voting rights of the Target Company to be held by the Tender Offerors together with the 25,000,100 shares (ownership ratio: 50.06%) of the Targe Company Shares owned by the Tender Offerors as of today after the completion of the Tender Offer will be equivalent to, or more than, two-thirds of the total voting rights of the Target Company (the number of voting rights (499,404) corresponding to the number of shares (49,940,458 shares) obtained by deducting (A) the number of treasury shares held by the Target Company (59,542 shares) as of March 31, 2023 stated in the Target Company Financial Summary, from (B) the total number of issued shares of the Target Company (50,000,000 shares) as of the same date as stated in the Target Company Financial Summary). While the Tender Offer aims to make the Tender Offerors the only shareholders of the Target Company, since a special resolution at a shareholders meeting, as stipulated in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended; the same applies hereinafter), is required when implementing the Share Consolidation (as defined in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below), in order to ensure that such procedures are practicable, the minimum number of shares to be purchased in the Tender Offer has been set so that the Tender Offerors will own at least two-thirds of the total number of voting rights held by all shareholders of the Target Company after the Tender Offer.

With respect to the purchase method of the Tendered Shares by each of the Tender Offerors, among the total number of the Tendered Shares, Marubeni will purchase up to 8,293,500 shares of the Tendered Shares, which is the same as the minimum number of shares to be purchased, and SECOM will purchase the remaining Tendered Shares.

As stated above, since the Tender Offer aims to make the Tender Offerors the only shareholders of the Target Company, if the Tender Offer has been completed but the Tender Offerors were unable to acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company) through the Tender Offer, as described in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below, the Tender Offerors will acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company) by conducting a series of procedures to make the Tender Offerors the only shareholders of the Target Company (the "Squeeze-OutProcedures").

Furthermore, since the Tender Offerors intend to have Marubeni and SECOM hold 66.66% and 33.34% of the voting rights, respectively, they plan to take procedures to adjust the ratio of voting rights held by the Tender Offerors by, following the Squeeze-Out Procedures, transferring a portion of the Target Company Shares from Marubeni to SECOM after conducting a stock split of the Target Company Shares (the timing of implementing such adjustment procedures and the details thereof are undetermined as of today).

As of today, the Target Company Shares are listed on the Prime Market of the Tokyo Stock Exchange. However, as described in "(5) Possibility of Delisting and Reasons therefor" below, depending on the results of the Tender Offer, the Target Company Shares may be delisted after performing the prescribed procedures, and if, after the completion of the Tender Offer, the procedures described in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below are to be implemented, the Target Company Shares will be delisted after performing such procedures.

According to the "Notice of Opinion Regarding Planned Commencement of Tender Offer for Shares of ARTERIA Networks Corporation by the Controlling Shareholders Marubeni Corporation and SECOM CO., LTD." released today, by the Target Company (the "Target Company Press Release"), the Target Company resolved at a meeting of its board of directors held today, as its current opinion, to express an opinion in favor of the Tender Offer and to recommend that the shareholders of the Target Company tender the shares held by them in the Tender Offer in the event the Tender Offer commences.

For details regarding the resolution by the Target Company's board of directors above, see the Target Company Press Release and "(F) Approval of All of Directors of the Target Company Without Conflicts of Interest and Opinion of Non-objection of All of Audit & Supervisory Board Members Without Conflicts of Interest" of "(Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of the Tender Offer Price as Well as Measures to Avoid Conflicts of Interest)" of "(ii) Background of the Valuation" of "(4) Basis of Valuation of Tender Offer Price" of "2. Overview of the Purchase" below.

1. Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer,
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and Management Policy After the Tender Offer

1. Background to the Decision by the Tender Offerors to Implement the Tender Offer, and Purpose and Decision-Making Process of the Tender Offer
2. 1. 
      Marubeni was established on December 1, 1949. In July 1950, Marubeni listed its shares on the Tokyo Stock Exchange and the former Osaka Securities Exchange, Co., Ltd. ("Former Osaka Securities Exchange"). Marubeni group (the "Marubeni Group") is comprised of Marubeni, 317 consolidated subsidiaries and 163 affiliates (as of March 31, 2023). Through its domestic and overseas networks, Marubeni conducts, in a broad number of fields, a diverse range of business activities, including various service businesses, domestic and foreign business investments, and resource development, in addition to export and import (including foreign trade) and domestic transactions.
      In accordance with the spirit grounded in "Fairness, Innovation and Harmony," the Marubeni Group is proudly committed to social and economic development and safeguarding the global environment by conducting fair and upright corporate activities. The Marubeni Group adopted a vision of its future self as a "Global crossvalue platform" and aims to generate new value by freely combining the Marubeni Group's strengths, internal and external expertise, and individual dreams and visions, and consolidating the Marubeni Group as one single platform. The Marubeni Group is promoting the creation of these values mainly through the 16 Business Divisions, which are under the control of four groups, namely, Consumer Products Group, Materials Group, Energy & Infrastructure Solution Group, and Transportation & Industry Machinery Financial Business Group, as well as CDIO (Note 1).
      (Note 1) "CDIO" is an abbreviation for "Chief Digital Innovation Officer" and CDO is placed in a position to oversee the business group, which invests in next-generation technology bases, etc., consisting of the Next Generation Business Development Division and the Next Generation Corporate Development Division.
      Of the above Business Divisions, the IT Solutions Division under the Consumer Products Group handles the domain of networks. Upon the engagement by the IT Solutions Division in the domain of networks, Global Access Ltd. ("Global Access") was established and leased line services (Note 2) were commenced in the early days of the Internet in the 1990s, and in 2000, Global Solution K.K. ("Global Solution") was established and Internet VPN services (Note
   2. were commenced. Global Access and Global Solutions merged to form a parent organization of the Target Company. Further, in 2014, UCOM Corporation, which provides Internet access services using optical fibers, joined the Target Company, and in 2017, Tsunagu Network Communication Inc., which provides ISP services (Note 4) for condominiums, joined the Target Company, forming the current structure of the Target Company. In the future, the digitalization of society and industry will be promoted further, data will be collected everywhere, and data circulation will progress, and therefore it is essential to strengthen digital infrastructure. In the process of strengthening digital infrastructure, it is expected that large-capacity, stable, and secure networks will become the foundation of social infrastructure. Marubeni believes that the infrastructure and services owned and provided by the Target Company will play an important role in society, and in addition to strengthening the competitiveness of the Target Company, Marubeni has identified, as the strategy of the IT Solutions Division, initiatives for growing its markets, and has been searching for the methods to effect the implementation thereof.
      (Note 2) "Leased line services" is services that provide dedicated network lines that can be used exclusively by physically connecting sites.
      (Note 3) "Internet VPN services" is a type of VPN (Virtual Private Network) service that connects sites and provides "virtual" leased lines on the Internet.
      (Note 4) "ISP services for condominiums" is "building-wide" internet connection services for multi-family buildings, such as condominiums.

SECOM was established as Nihon Keibi Hosho Co., Ltd. ("Nihon Keibi Hosho") in July 1962, and it carried out an absorption-type merger with SP Alarm Systems Corporation formally as the surviving company in December 1972 to change the nominal value of its shares (Note 5), was thereafter listed on the Second Section of the Tokyo Stock Exchange in June 1974, was designated on the First Section of the Tokyo Stock Exchange in May 1978, changed its trade name to the current one in December 1983, and was listed on the First Section of the Former Osaka Stock

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